[8-K] SOLIGENIX, INC. Reports Material Event

Rhea-AI Filing Summary

Soligenix, Inc. reports that it has regained compliance with Nasdaq’s minimum stockholders’ equity listing standard. Nasdaq requires at least $2,500,000 of stockholders’ equity for companies on The Nasdaq Capital Market. In its Quarterly Report for the quarter ended September 30, 2025, Soligenix reported stockholders’ equity of $7,597,976, which exceeded this requirement. On November 18, 2025, Nasdaq sent a letter confirming the company is again in compliance and that the listing matter is closed.

Positive

• Nasdaq compliance restored: Nasdaq confirmed Soligenix has regained compliance with the $2,500,000 minimum stockholders’ equity requirement, and the listing matter is now closed.

Negative

• None.

Insights

Equity Markets & Listing Standards Analyst

Nasdaq confirms Soligenix is back in compliance, closing delisting risk.

Soligenix previously fell out of compliance with Nasdaq’s minimum stockholders’ equity rule, which can ultimately lead to delisting if not remedied. Nasdaq Listing Rule 5550(b)(1) requires at least $2,500,000 of stockholders’ equity for companies on The Nasdaq Capital Market.

In its Form 10-Q for the quarter ended September 30, 2025, the company reported stockholders’ equity of $7,597,976, comfortably above the required threshold. Based on this reported level, Nasdaq has now issued a letter confirming the company has regained compliance and that the matter is closed.

This resolution removes an overhang related to potential delisting and means the shares remain eligible to trade on The Nasdaq Capital Market under the SNGX symbol. Future periodic reports will show whether the company can maintain stockholders’ equity at or above the required level going forward.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 18, 2025

Commission File No. 001-14778

Soligenix, Inc.

(Exact name of small business issuer as specified in its charter)

DELAWARE		41-1505029
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
29 Emmons Drive, Suite B-10 Princeton, NJ		08540
(Address of principal executive offices)		(Zip Code)

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(609) 538-8200

(Issuer’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.001 per share		SNGX		The Nasdaq Capital Market

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Previously Disclosed Background

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As previously reported, on August 15, 2025, Soligenix, Inc. (the “Company”) received a written notice from The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that it was not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on The Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000 (the “Stockholders’ Equity Requirement”).

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In the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, the Company reported stockholders’ equity of $7,597,976, which is above the Stockholders’ Equity Requirement for continued listing.

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New Disclosure

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On November 18, 2025, the Company received a letter from Nasdaq confirming that the Company had regained compliance with the Shareholders’ Equity Requirement and that the matter is now closed.

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Item 9.01. Financial Statements and Exhibits.

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(d)     Exhibits.

Exhibit No.		Description
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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	Soligenix, Inc.
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November 18, 2025	By:	/s/ Christopher J. Schaber
		Christopher J. Schaber, Ph.D.
​	​	President and Chief Executive Officer
​	​	(Principal Executive Officer)

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FAQ

What Nasdaq issue did Soligenix (SNGX) resolve?

Soligenix resolved a prior notice from Nasdaq that it was not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market.

What is the Nasdaq stockholders’ equity requirement for Soligenix (SNGX)?

Nasdaq Listing Rule 5550(b)(1) requires companies on The Nasdaq Capital Market to maintain at least $2,500,000 of stockholders’ equity.

What stockholders’ equity did Soligenix report as of September 30, 2025?

In its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, Soligenix reported $7,597,976 of stockholders’ equity.

When did Nasdaq confirm Soligenix had regained compliance?

On November 18, 2025, Soligenix received a letter from Nasdaq confirming it had regained compliance with the stockholders’ equity requirement.

What does Nasdaq’s confirmation mean for Soligenix’s Nasdaq Capital Market listing?

Nasdaq’s confirmation means Soligenix is again in compliance with the equity standard and the prior listing deficiency matter is closed, allowing its shares to continue trading on The Nasdaq Capital Market.